Business and company law basics

Thailand welcomes foreign investment — within a framework that reserves many business activities for Thais unless you have a licence, a treaty right, or Board of Investment promotion.

The company limited

The standard vehicle is the private company limited: at least two shareholders (reduced from three in 2023), directors, and registered capital divided into shares.
Registration is at the Department of Business Development (DBD); companies file audited financial statements every year.
Majority foreign-owned companies face the Foreign Business Act restrictions below; that is why many trading and service companies you see are majority Thai-owned.

The Foreign Business Act (FBA)

The FBA restricts “foreign” companies (majority foreign-owned) from long lists of activities — most service businesses included — without a Foreign Business Licence.
Nominee shareholding to dodge the FBA is illegal and periodically prosecuted. Genuine Thai partners, a licence, BOI promotion, or a treaty (e.g. the US–Thai Treaty of Amity for American investors) are the legitimate paths.
Manufacturing for export is generally open to foreign majority ownership.

BOI promotion

The Board of Investment promotes targeted industries with incentives that can include 100% foreign ownership, tax holidays, land-ownership rights and streamlined visas/work permits. If your business fits a promoted category, BOI is usually worth serious study before defaulting to a majority-Thai structure.

Working legally: visas and work permits

Working in Thailand requires a work permit, on top of the right visa (usually Non-Immigrant B). Working without one is a criminal offence for both employee and employer.
Standard companies must generally meet capital and Thai-employee ratios per foreign work permit; BOI companies get relaxed rules.
Newer routes — the Long-Term Resident (LTR) visa and SMART visa — bundle work rights for qualifying professionals and investors.

Other rules that bite

Labour law: statutory severance scales with length of service, and dismissal needs care — see employment & labour law.
Tax: corporate income tax with SME rates, VAT registration thresholds, and withholding taxes on many payments.
Contracts: get bilingual contracts with a governing-language clause — the Thai text usually controls in Thai courts.

Licensing beyond company registration

Registering a company at the DBD is only the base layer. Many activities need an additional licence on top: a restaurant or food business typically needs local sanitation approval from the municipality, an alcohol licence sits with the Excise Department, and various trades and professions carry their own industry-specific permits. Check with the local municipal or district office and the relevant ministry for your specific activity before opening rather than after — trading without a required licence can mean fines, closure orders, or both.

Business debt and disputes

Unpaid trade debts between businesses follow the same civil-claim path as personal loans (see debt & loans), but company debtors add a wrinkle: if a company is genuinely insolvent, individual creditors racing to sue can end up behind a formal bankruptcy or rehabilitation process that pools and ranks all creditors together rather than paying whoever won the race to judgment first. If you are owed money by a business that looks like it may fail, act promptly. Smaller commercial disputes — a supplier who under-delivered, a customer who won’t pay a modest invoice — can often use the same simplified small-case track available to individuals; see small claims.

Intellectual property basics

Businesses trading in Thailand should register what they can: trademarks through the Department of Intellectual Property protect brand names and logos, and registration runs on a first-to-file basis rather than first-to-use, which surprises companies used to common-law trademark systems. Copyright arises automatically without registration but is easier to enforce with documented evidence of authorship and dates. Patents (invention and design) require formal registration and examination before an enforceable right exists. Counterfeiting and trademark infringement carry both civil and criminal exposure, and Thailand runs a specialised Intellectual Property & International Trade Court for these disputes — see the Thai legal system for where it sits in the court hierarchy.

Closing or selling a business

Winding down a company properly — formal liquidation, final tax filings, deregistration — matters as much as setting one up: directors who simply stop operating without dissolving the company correctly can remain exposed to filing obligations and potential liability. Selling a business, whether as a share sale or an asset sale, raises its own due-diligence and contract questions that mirror property due diligence in miniature; see hiring a lawyer for matching the right adviser to a transaction like this.

This is general information, not legal advice. Thai law and official fees change, and every case turns on its facts. Before acting, confirm the current rules with a licensed Thai lawyer or the relevant government office.